Proprietary Information Assignment Agreement

Proprietary Information Assignment Agreement

This Proprietary Information Assignment Agreement ("Agreement") is made and entered into as of Effective Date: by and between Assignor Name: , with principal address: ("Assignor"), and Assignee Name: , with principal address: ("Assignee").

Recitals

WHEREAS, Assignor possesses certain confidential, proprietary and/or trade secret information, inventions, designs, works of authorship, discoveries, improvements, processes, know-how, data, software, code and other proprietary materials, whether or not reduced to tangible form, and whether or not patentable or copyrightable (collectively, "Proprietary Information");

WHEREAS, Assignor has created, conceived, or contributed to certain inventions, improvements, works and other materials that relate to Assignee's business or anticipated business and that are described generally as: ; and

WHEREAS, Assignee desires to obtain and Assignor is willing to assign to Assignee all right, title and interest in such Proprietary Information and all associated intellectual property, subject to the terms and conditions set forth herein.

Now, Therefore

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. Definitions

1.1 "Proprietary Information" means all non-public information disclosed by Assignor or developed by Assignor (alone or with others) that relates to the business, products, services, operations or research and development of Assignee, including without limitation inventions, sketches, designs, improvements, formulas, techniques, processes, source code and object code, specifications, drawings, business plans, customer lists, pricing, financial information, and trade secrets.

1.2 "Assigned Materials" means all tangible and intangible works, inventions, discoveries, ideas, improvements, processes, software (including source code and object code), documentation, mask works, and other materials conceived, reduced to practice, authored, or developed by Assignor, either solely or jointly with others, during the period beginning on the Effective Date and related to Assignee's business or actual or demonstrably anticipated research and development. A concise description of Assigned Materials (if required) is set forth in the Schedule below or described here:

2. Assignment of Rights

2.1 Assignor hereby irrevocably assigns, transfers and conveys to Assignee, and its successors and assigns, all right, title and interest throughout the world in and to the Assigned Materials and all associated intellectual property rights, including but not limited to patents, patent applications, copyrights, moral rights, trade secrets, mask works, database rights and any renewals, continuations, divisions and extensions thereof (collectively, "Assigned Rights").

2.2 Assignor agrees to execute, acknowledge and deliver any and all documents and to take all actions reasonably requested by Assignee to effect, maintain or perfect Assignee's rights in the Assigned Rights, including without limitation executing assignment instruments, patent or copyright applications or other filings, and providing declarations or oaths.

3. Work Made for Hire; Moral Rights

3.1 To the extent any Assigned Materials qualify as a "work made for hire" under applicable copyright law, such works shall be deemed work made for hire and Assignee shall be considered the author and owner from the moment of creation.

3.2 Assignor hereby irrevocably and unconditionally waives, to the maximum extent permitted by law, any and all moral rights or similar rights in the Assigned Materials and any claims against Assignee for infringement of such rights.

4. Confidentiality

4.1 Assignor shall hold in strict confidence and not disclose to any third party, and shall not use for any purpose other than the performance of Assignor's obligations to Assignee, any Proprietary Information, except as expressly authorized in writing by Assignee. Assignor shall take reasonable measures to protect Proprietary Information from unauthorized disclosure or use, no less than those measures used to protect Assignor's own confidential information of similar importance.

4.2 The obligations in this Section shall survive termination of this Agreement for so long as such information remains proprietary or a trade secret under applicable law; for other confidential information, obligations shall continue for a period of five (5) years following termination.

5. Exceptions

5.1 The obligations of confidentiality and assignment shall not apply to information that Assignor can demonstrate by written records: (a) was in the public domain at the time of disclosure or subsequently entered the public domain through no fault of Assignor; (b) was lawfully in Assignor's possession prior to disclosure by Assignee; or (c) was independently developed by Assignor without use of or reference to Assignee's Proprietary Information.

6. Disclosure Required by Law

If Assignor is required by law, regulation or court order to disclose any Proprietary Information, Assignor shall promptly notify Assignee in writing (to the extent practicable) and shall cooperate with Assignee, at Assignee's expense, in seeking appropriate protective orders or other remedies to limit disclosure and protect the Proprietary Information.

7. Consideration

In consideration for the assignment and covenants set forth herein, Assignor acknowledges receipt of consideration in the form of: . Assignor agrees that such consideration is adequate and sufficient.

8. Representations, Warranties and Covenants

Assignor represents and warrants that: (a) Assignor is the sole author or an owner with the right to assign the Assigned Rights; (b) Assignor's performance of this Agreement does not and will not conflict with any agreement to which Assignor is a party; and (c) Assignor has not granted and will not grant any rights in the Assigned Materials inconsistent with the assignments made herein. Assignor shall not knowingly include in the Assigned Materials any software or other materials that infringe third party rights.

9. Indemnification

Assignor shall indemnify, defend and hold harmless Assignee and its officers, directors, employees and agents from and against any and all losses, liabilities, damages, costs and expenses (including reasonable attorneys' fees) arising out of any breach of Assignor's representations, warranties or covenants contained herein.

10. Remedies

Because damages at law may be an inadequate remedy for breach of this Agreement, Assignee shall be entitled, in addition to other remedies available at law or in equity, to seek injunctive or other equitable relief to prevent or curtail any actual or threatened breach of this Agreement without the necessity of posting a bond.

11. Term and Termination

This Agreement shall commence on the Effective Date and shall continue until terminated by mutual written agreement of the parties. Obligations concerning assignment of Assigned Rights shall survive termination or expiration of this Agreement in perpetuity to the extent necessary to effectuate assignment and protection of rights granted hereunder.

12. Notices

All notices shall be in writing and shall be deemed given when delivered personally, by certified mail (return receipt requested), nationally recognized overnight courier, or by electronic mail with confirmation of receipt, to the addresses set forth above or such other address as either party may specify in writing.

13. Amendments; Waiver

This Agreement may be amended or modified only by a written instrument signed by both parties. No failure or delay by either party in exercising any right shall operate as a waiver thereof, nor shall any single or partial exercise of any right preclude other or further exercise of such right.

14. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflicts of law principles.

15. Entire Agreement; Severability

This Agreement constitutes the entire agreement and understanding between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, whether written or oral, relating thereto. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

16. Counterparts

This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Signatures transmitted by electronic means shall be binding.

17. Further Assurance

Each party agrees to execute and deliver such further documents and to take all further actions as may be reasonably necessary to give full effect to the provisions and purposes of this Agreement.

18. Miscellaneous

The headings in this Agreement are for convenience only and shall not affect the interpretation of this Agreement. The remedies provided herein are cumulative and in addition to any other remedies available at law or in equity.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date first written above.

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